Houlihan Lokey, Inc. (NYSE:HLI) Files An 8-K Other Events
Item8.01. Other Events.
Underwriting Agreement
On February8, 2017, Houlihan Lokey, Inc. (we, us, our, or the
Company) and certain of our former and current employees and
members of management (collectively, the Selling Stockholders)
entered into an underwriting agreement (the Underwriting
Agreement) with Merrill Lynch, Pierce, Fenner Smith Incorporated,
Goldman, Sachs Co. and J.P. Morgan Securities LLC, as
representatives of the several underwriters named therein
(collectively, the Underwriters), relating to the sale of
8,000,000 shares of the Companys ClassA common stock at a public
offering price of $29.25 per share (the Offering). We and the
Selling Stockholders have granted the Underwriters a 30-day
option to purchase up to 1,200,000 additional shares of our
ClassA common stock in the Offering at the offering price less
underwriting discounts and commissions. We will not receive any
net proceeds from the sale of shares of our ClassA common stock
by the Selling Stockholders.
The Offering is being made to an effective shelf registration
statement, including a prospectus and related prospectus
supplement, filed with the Securities and Exchange Commission.
The Offering is expected to close on or about February14, 2017,
subject to customary closing conditions. A copy of the
Underwriting Agreement is filed as Exhibit 1.1 to this report.
Forward Share Purchase Agreement
In connection with, and prior to, the Offering, on February6,
2017, we entered into a Forward Share Purchase Agreement (the
Purchase Agreement), with an indirect wholly owned subsidiary of
ORIX USA Corporation (ORIX USA) to which we agreed to repurchase
from ORIX USA on April5, 2017 the number of shares of our ClassB
common stock equal to the number of shares of our ClassA common
stock sold by us in the Offering (including any shares sold upon
the exercise by the Underwriters of their option to purchase
additional shares of our ClassA common stock) for a purchase
price per share equal to the public offering price in the
Offering less underwriting discounts and commissions. In the
event a dividend is paid on our common stock during the period
between the closing of the Offering and the settlement of the
Purchase Agreement on April5, 2017, the purchase price per share
under the Purchase Agreement will be reduced by the per share
amount of any such dividend paid to ORIX USA on the shares of our
ClassB common stock subject to the Purchase Agreement. We will
use the net proceeds received by us from the Offering to acquire
such shares sold to the Purchase Agreement. The effectiveness of
the Purchase Agreement is conditioned only upon the completion of
the Offering. The rights and obligations of each party under the
Purchase Agreement are non-transferrable without the consent of
the non-transferring party. A copy of the Purchase Agreement is
filed as Exhibit 99.1 to this report.
The foregoing descriptions of the Underwriting Agreement and the
Purchase Agreement are not complete and are qualified in their
entirety by reference to the full texts of the Underwriting
Agreement and the Purchase Agreement, which are incorporated by
reference herein.
Forward-Looking Statements
This current report on 8-K contains forward-looking statements
within the meaning of the federal securities laws. You can
identify these statements by our use of the words assumes,
believes, estimates, expects, guidance, intends, plans, projects,
and similar expressions that do not relate to historical matters.
You should exercise caution in interpreting and relying on
forward-looking statements because they involve known and unknown
risks, uncertainties, and other factors which are, in some cases,
beyond the Companys control and could materially affect actual
results, performance, or achievements. For a further description
of such factors, you should read the Companys filings with the
Securities and Exchange Commission. The Company does not
undertake any obligation to update or revise any forward-looking
statement, whether as a result of new information, future events,
or otherwise.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 |
Underwriting Agreement, dated February8, 2017, by and between Houlihan Lokey, Inc., the selling stockholders identified therein and Merrill Lynch, Pierce, Fenner Smith Incorporated, Goldman, Sachs Co. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein. |
|
| 99.1 |
Forward Share Purchase Agreement, dated February6, 2017, by and between Houlihan Lokey, Inc. and ORIX HLHZ Holding LLC. |
About Houlihan Lokey, Inc. (NYSE:HLI)
Houlihan Lokey, Inc. is an independent investment bank that focuses on mergers and acquisitions (M&A), financings, financial restructurings and financial advisory services. The Company, through its offices in the United States, Europe, Asia and Australia, serves a set of clients across the world, including corporations, financial sponsors and government agencies. It operates through three segments: Corporate Finance, Financial Restructuring and Financial Advisory Services. The Corporate Finance activities include two categories: M&A and capital markets advisory. The Financial Restructuring segment advises on restructurings around the world. The Financial Advisory Services segment includes financial opinions, and a range of valuation and financial consulting services. The Company’s primary subsidiaries include Houlihan Lokey Capital, Inc., Houlihan Lokey Financial Advisors, Inc. and Houlihan Lokey EMEA, LLP. Houlihan Lokey, Inc. (NYSE:HLI) Recent Trading Information
Houlihan Lokey, Inc. (NYSE:HLI) closed its last trading session up +0.53 at 30.23 with 932,619 shares trading hands.